Common use of Security and Guaranties Clause in Contracts

Security and Guaranties. (a) The Obligations of the Borrower and the Canadian Borrower to the Banks, the Swing Line Banks, the Letter of Credit Bank and the Agents under the Loan Documents shall (i) be secured by a pledge by the Borrower of all Intercompany Notes owed to the Borrower pursuant to the terms of the Pledge Agreement, (ii) be secured by a first priority perfected lien on and security interest in substantially all of the assets of the Borrower as provided in the Security Documents (including, without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures), and (iii) be secured by a pledge by the Borrower of one hundred percent (100%) of the capital stock of each of the Domestic Subsidiaries and the Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of the Foreign Subsidiaries (other than the Canadian Subsidiaries and Kar-Tainer International Limited ("KTIL"); provided that, upon receipt of necessary governmental approvals for the pledge of the capital stock of KTIL, which the Borrower agrees to make good faith efforts to obtain, not less than sixty-five percent (65%) of the capital stock of KTIL will be so pledged) pursuant to the terms of the Stock Pledge Agreement. The Obligations of the Canadian Borrower in respect of the Canadian Swing Line Loans, Canadian Revolving Credit Loans and Bankers' Acceptances shall be guaranteed by the Borrower pursuant to the terms of the Canadian Guaranty. (b) The Obligations shall also be absolutely and unconditionally, jointly and severally, guaranteed by each of the Borrower's Domestic Subsidiaries and the Canadian Subsidiaries (other than AH) pursuant to a guaranty in substantially the form of Exhibit H attached hereto (such guaranty, as amended, modified or supplemented from time to time, is referred to herein as the "Guaranty"). The obligations of such Subsidiaries under the Guaranty shall be secured by (i) a first priority perfected lien on and security interest in substantially all of the assets of each such Subsidiary as provided in the Security Documents (including, without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures) and (ii) a pledge by each such Subsidiary of one hundred percent (100%) of the capital stock of each of its Domestic Subsidiaries and Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of its Foreign Subsidiaries (other than the Canadian Subsidiaries) pursuant to the terms of the Stock Pledge Agreement. (c) The Borrower shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries acquired or formed after the Effective Date, no later than thirty (30) days after the acquisition or formation of such Subsidiary, to (i) execute and deliver to each of the Banks and the Administrative Agent a guaranty which is substantially in the form of Exhibit H hereto and which is reasonably satisfactory to the Banks and the Administrative Agent in all respects; (ii) grant the Administrative Agent, for the benefit of the Banks a first priority perfected lien on and security interest in substantially all of its assets (including without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate) pursuant to such documents and instruments as shall be satisfactory to the Banks and the Administrative Agent in all respects (it being understood that the documents and instruments relating to the grant of a security interest by such Subsidiaries shall be similar in form and content to the applicable Security Documents executed on the Closing Date, with such changes as the Administrative Agent shall deem necessary or desirable to account for additional types of collateral, local law requirements, and such other matters as the Administrative Agent may deem necessary or desirable in order to perfect its security interest in, or remedies with respect to, such assets), and (iii) execute and deliver to each of the Banks and the Administrative Agent all other documents and instruments, including, without limitation, corporate authority documents and legal opinions, as the Administrative Agent may reasonably request in connection with the delivery of such guaranty and such security. The Borrower shall deliver to the Banks an updated Schedule 8.16(a) or Schedule 8.16(b), as applicable, upon the acquisition or formation of any Subsidiary.

Security and Guaranties. (a) The In order to secure the due payment and performance by the Loan Parties of all of the Indebtedness, liabilities and Obligations of the Borrower to the Agent and the Lenders, whether now existing or hereafter arising under this Agreement, the Notes or any of the other Loan Documents (all such Indebtedness, liabilities and obligations are hereinafter referred to, collectively, as the "OBLIGATIONS") including, without limitation, the due and punctual payment of the principal of and the interest on the Notes according to their terms and effect: (i) the Borrower shall grant to the Agent, as agent for the Lenders, subject to Section 4.2(e) hereof, a duly perfected first priority Lien on all of Borrower's right, title and interest in the Collateral subject to no other Liens other than Liens permitted under Section 7.2(b) hereof, as applicable, by the execution and delivery to the Agent, of a security agreement in the form of EXHIBIT D-1 to the original Loan Agreement (the "SECURITY AGREEMENT") and an assignment of leases, in the form of EXHIBIT E-1 to the Original Loan Agreement (the "ASSIGNMENT OF LEASES"), and by the execution and delivery from time to time of supplements to the Security Agreement, in the form of EXHIBIT D-2 to the Original Loan Agreement (the "Security Agreement Supplements"), and supplements to the Assignment of Leases, in the form of EXHIBIT E-2 to the Original Loan Agreement (the "ASSIGNMENT OF LEASES SUPPLEMENTS"); (ii) the Borrower shall deliver to the Agent all executed copies of the Leases in connection with the perfection of the Agent's first priority Lien in such Leases in accordance with Section 4.2(f) hereof; (iii) in accordance with Section 4.2(e) hereof, the Borrower shall execute and deliver to the Agent all UCC financing statements or such other documentation, including copies of such documents acknowledging the filings of such documentation with the appropriate governmental authorities, as may be reasonably required by the Agent to perfect the interest of the Borrower and the Canadian Borrower Agent in the Collateral; and (iv) execute and deliver or cause to be executed and delivered such other agreements, instruments and documents as the BanksAgent may reasonably require in order to effect the purposes of the Security Agreement, the Swing Line BanksAssignment of Leases, the Letter Security Agreement Supplements, the Assignment of Credit Bank Leases Supplements and this Agreement (the Agents under the Loan Documents shall (i) be secured by a pledge by the Borrower of all Intercompany Notes owed to the Borrower pursuant to the terms of the Pledge Security Agreement, (ii) be secured by a first priority perfected lien on and security interest in substantially all the Assignment of the assets of the Borrower as provided in Leases, the Security Documents (includingAgreement Supplements, without limitationthe Assignment of Leases Supplements and such other agreements, accounts receivable, motor vehicles, trailers instruments and Investments but excluding real estate and documents are referred to collectively as the equity interests in the U.K. Ventures), and (iii) be secured by a pledge by the Borrower of one hundred percent (100%) of the capital stock of each of the Domestic Subsidiaries and the Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of the Foreign Subsidiaries (other than the Canadian Subsidiaries and Kar-Tainer International Limited ("KTILSECURITY DOCUMENTS"); provided that, upon receipt of necessary governmental approvals for the pledge of the capital stock of KTIL, which the Borrower agrees to make good faith efforts to obtain, not less than sixty-five percent (65%) of the capital stock of KTIL will be so pledged) pursuant to the terms of the Stock Pledge Agreement. The Obligations of the Canadian Borrower in respect of the Canadian Swing Line Loans, Canadian Revolving Credit Loans and Bankers' Acceptances shall be guaranteed by the Borrower pursuant to the terms of the Canadian Guaranty. (b) The Obligations Guarantor shall also be absolutely and unconditionally, jointly and severally, guaranteed by each of the Borrower's Domestic Subsidiaries and the Canadian Subsidiaries (other than AH) pursuant to a guaranty in substantially the form of Exhibit H attached hereto (such guaranty, as amended, modified or supplemented from time to time, is referred to herein as the "Guaranty"). The obligations of such Subsidiaries under the Guaranty shall be secured by (i) a first priority perfected lien on and security interest in substantially all of the assets of each such Subsidiary as provided in the Security Documents (including, without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures) and (ii) a pledge by each such Subsidiary of one hundred percent (100%) of the capital stock of each of its Domestic Subsidiaries and Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of its Foreign Subsidiaries (other than the Canadian Subsidiaries) pursuant to the terms of the Stock Pledge Agreement. (c) The Borrower shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries acquired or formed after the Effective Date, no later than thirty (30) days after the acquisition or formation of such Subsidiary, to (i) execute and deliver to each of the Banks and the Administrative Agent a guaranty which is substantially in the form of Exhibit H hereto and which is reasonably satisfactory EXHIBIT F to the Banks Original Loan Agreement (the "GUARANTY"), pursuant to which the Guarantor shall guarantee the payment and the Administrative Agent in all respects; (ii) grant the Administrative Agent, for the benefit performance of the Banks a first priority perfected lien on Loans, all interest thereon, all fees hereunder and security interest in substantially all of its assets (including without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate) pursuant to such documents and instruments as shall be satisfactory other obligations to the Banks and the Administrative Agent in all respects (it being understood that the documents and instruments relating to the grant of a security interest by such Subsidiaries shall be similar in form and content to the applicable Security Documents executed on the Closing Date, with such changes as the Administrative Agent shall deem necessary or desirable to account for additional types of collateral, local law requirements, and such other matters as the Administrative Agent may deem necessary or desirable in order to perfect its security interest in, or remedies with respect to, such assets), and (iii) execute and deliver to each of the Banks and the Administrative Agent all other documents and instruments, including, without limitation, corporate authority documents and legal opinions, as the Administrative Agent may reasonably request in connection with the delivery of such guaranty and such security. The Borrower shall deliver to the Banks an updated Schedule 8.16(a) or Schedule 8.16(b), as applicable, upon the acquisition or formation of any Subsidiaryextent provided therein.

Security and Guaranties. (a) The Obligations 6.01 Any and all deposits or other sums at any time credited by or due from LENDER or AGENT to BORROWER or BORROWER'S SUBSIDIARIES shall, at all times constitute security for all OBLIGATIONS and upon and during the continuance of an EVENT OF DEFAULT may be set off against any of the Borrower and the Canadian Borrower OBLIGATIONS at any time when due whether or not other security held by LENDER or AGENT is deemed to the Banks, the Swing Line Banks, the Letter of Credit Bank and the Agents under the Loan Documents shall (i) be secured by a pledge by the Borrower of all Intercompany Notes owed to the Borrower pursuant to the terms of the Pledge Agreement, (ii) be secured by a first priority perfected lien on and security interest in substantially all of the assets of the Borrower as provided in the Security Documents (including, without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures), and (iii) be secured by a pledge by the Borrower of one hundred percent (100%) of the capital stock of each of the Domestic Subsidiaries and the Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of the Foreign Subsidiaries (other than the Canadian Subsidiaries and Kar-Tainer International Limited ("KTIL"); provided that, upon receipt of necessary governmental approvals for the pledge of the capital stock of KTIL, which the Borrower agrees to make good faith efforts to obtain, not less than sixty-five percent (65%) of the capital stock of KTIL will be so pledged) pursuant to the terms of the Stock Pledge Agreement. The Obligations of the Canadian Borrower in respect of the Canadian Swing Line Loans, Canadian Revolving Credit Loans and Bankers' Acceptances shall be guaranteed by the Borrower pursuant to the terms of the Canadian Guarantyadequate. (b) 6.02 The Obligations OBLIGATIONS shall also at all times be absolutely and unconditionallyguaranteed, jointly and severally, guaranteed in full by GUARANTIES previously furnished to AGENT of each of the Borrower's Domestic Subsidiaries and SPECIAL SUBSIDIARIES, by separate confirmatory instruments thereof, of each of them delivered to the Canadian Subsidiaries (other than AH) pursuant to a guaranty AGENT in substantially the form forms of Exhibit H attached hereto 6.02 hereto. 6.03 Until the OBLIGATIONS are paid in full, and as security therefor, BORROWER shall cause to be delivered to AGENT not later than the CLOSING, a standby letter of credit (such guaranty, as amended, modified or supplemented from time to time, is referred to herein as "the "GuarantySTANDBY"). The obligations ) in an amount equal in DOLLARS to One Hundred Ten percent (110%) of such Subsidiaries under the Guaranty AGGREGATE COMMITMENT AMOUNT, which standby letter of credit shall be secured issued by (i) a first priority perfected lien on Bank of America or by another bank satisfactory to AGENT, shall be irrevocable; shall have an expiration date no sooner than December 15, 2006; shall permit partial drawings; and security interest shall otherwise in substantially all respects as to all of its provisions, terms and conditions, be satisfactory to AGENT. Upon request by the assets STANDBY issuer, AGENT shall submit a reduction certificate (if appropriate) to the issuer of each such Subsidiary the STANDBY as provided in the Security Documents STANDBY. 6.04 If any LENDER shall obtain any payment (includingwhether voluntary, without limitationinvoluntary, accounts receivablethrough the exercise of any right of set-off, motor vehiclesor otherwise) on account of its COMMITMENT AMOUNT in excess of its COMMITMENT PERCENTAGE (according to the then outstanding principal amount of the L/C BALANCE and ADVANCES) in payments on account thereof obtained by all the LENDERS, trailers and Investments but excluding real estate such LENDER shall purchase from the other LENDERS such participations therein held by them as shall cause such purchasing LENDER to share such payment ratably according to the then outstanding principal amount thereof with each of them; provided, however, that if all or any portions of such payment is thereafter recovered from such purchasing LENDER, the purchase shall be rescinded and the equity interests purchase price restored to the extent of such recovery, and to the extent a LENDER shall have received, or at any time shall receive interest on the amount with respect to which such purchase is rescinded, the amount of such interest so received shall be paid to the LENDER receiving such restored purchase price with the restoration of such purchase price to the extent then or previously received or upon receipt of such interest if received thereafter. BORROWER agrees that any LENDER so purchasing a participation in BORROWER'S OBLIGATIONS from another LENDER pursuant to this Section 6.04 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such LENDER were the direct creditor of BORROWER in the U.K. Ventures) and (ii) a pledge by each such Subsidiary of one hundred percent (100%) of the capital stock of each of its Domestic Subsidiaries and Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of each of its Foreign Subsidiaries (other than the Canadian Subsidiaries) pursuant to the terms of the Stock Pledge Agreement. (c) The Borrower shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries acquired or formed after the Effective Date, no later than thirty (30) days after the acquisition or formation amount of such Subsidiary, to (i) execute and deliver to each of the Banks and the Administrative Agent a guaranty which is substantially in the form of Exhibit H hereto and which is reasonably satisfactory to the Banks and the Administrative Agent in all respects; (ii) grant the Administrative Agent, for the benefit of the Banks a first priority perfected lien on and security interest in substantially all of its assets (including without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate) pursuant to such documents and instruments as shall be satisfactory to the Banks and the Administrative Agent in all respects (it being understood that the documents and instruments relating to the grant of a security interest by such Subsidiaries shall be similar in form and content to the applicable Security Documents executed on the Closing Date, with such changes as the Administrative Agent shall deem necessary or desirable to account for additional types of collateral, local law requirements, and such other matters as the Administrative Agent may deem necessary or desirable in order to perfect its security interest in, or remedies with respect to, such assets), and (iii) execute and deliver to each of the Banks and the Administrative Agent all other documents and instruments, including, without limitation, corporate authority documents and legal opinions, as the Administrative Agent may reasonably request in connection with the delivery of such guaranty and such security. The Borrower shall deliver to the Banks an updated Schedule 8.16(a) or Schedule 8.16(b), as applicable, upon the acquisition or formation of any Subsidiaryparticipation.

Security and Guaranties. (a) The 2.15.1 All Senior Obligations of the Borrower and the Canadian Borrower to the Banksunder this Agreement, the Swing Line Banks, the Letter of Credit Bank Senior Notes and the Agents under the all other Senior Loan Documents shall (i) be secured by a pledge (unless otherwise specified therein) in accordance with the Senior Collateral Documents. Notwithstanding anything to the contrary contained in any of the Loan Documents, in no event shall any of the Senior Collateral Documents be deemed to secure (A) the Senior Recourse Guaranty, (B) the Senior Environmental Indemnity Agreement, or (C) the Note Purchase Documents. Notwithstanding anything to the contrary contained in the Note Purchase Documents, all of the Liens with respect to the Senior Collateral created by the Borrower of Senior Collateral Documents are and shall at all Intercompany Notes owed times remain superior and prior to the Borrower Liens on the same Collateral created by the Junior Collateral Documents. 2.15.2 The Senior Recourse Obligations shall be guaranteed by Recourse Guarantor pursuant to and subject to the terms and conditions of the Pledge Agreement, (ii) be secured by Senior Recourse Guaranty. In the event of a first priority perfected lien on and security interest in substantially all of the assets of the Borrower as provided in the Security Documents (including, without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures), and (iii) be secured by a pledge by the Borrower Permitted Transfer of one hundred percent (100%) of the capital stock indirect Equity Interests in Borrower to an Approved REIT pursuant to and in accordance with SECTION 6.13 below, provided no Event of each Default has occurred and is then outstanding, Borrower shall be permitted to substitute such Approved REIT in place and stead of Recourse Guarantor upon: (a) the execution and delivery by such Approved REIT of a guaranty of the Domestic Subsidiaries Senior Recourse Obligations on substantially the same form as the Senior Recourse Guaranty and the Canadian Subsidiaries otherwise acceptable to Collateral Agent in its sole and not less than sixty-five percent (65%) of the capital stock of each of the Foreign Subsidiaries (other than the Canadian Subsidiaries and Kar-Tainer International Limited ("KTIL")absolute discretion; provided that, upon receipt of necessary governmental approvals for the pledge of the capital stock of KTIL, which the Borrower agrees to make good faith efforts to obtain, not less than sixty-five percent (65%) of the capital stock of KTIL will be so pledged) pursuant to the terms of the Stock Pledge Agreement. The Obligations of the Canadian Borrower in respect of the Canadian Swing Line Loans, Canadian Revolving Credit Loans and Bankers' Acceptances shall be guaranteed by the Borrower pursuant to the terms of the Canadian Guaranty. (b) The Obligations shall also be absolutely the delivery to Collateral Agent of such opinions of counsel to Borrower and unconditionallythe Approved REIT as Collateral Agent may require in form and substance acceptable to Collateral Agent in its sole and absolute discretion; (c) the execution and delivery of such Modifications, jointly ratifications and severally, guaranteed by each reaffirmations of the Borrower's Domestic Subsidiaries Loan Documents by Borrower and the Canadian Subsidiaries other Loan Parties as Collateral Agent may require; (other than AHd) pursuant to a guaranty in substantially the form payment by Borrower of Exhibit H attached hereto (such guaranty, as amended, modified or supplemented from time to time, is referred to herein as the "Guaranty"). The obligations of such Subsidiaries under the Guaranty shall be secured by (i) a first priority perfected lien on all costs and security interest in substantially all of the assets of each such Subsidiary as provided in the Security Documents expenses (including, without limitation, accounts receivablereasonable attorneys' fees and costs) incurred by Collateral Agent in connection therewith; and (e) confirmation that no Material Adverse Effect has occurred (or will occur as a result of the Permitted Transfer) with respect to any Loan Party (assuming for purposes of this SECTION 2.15.2 that such Approved REIT is a Loan Party for purposes of determining whether such Material Adverse Effect has occurred). In the event such Approved REIT is substituted as and in place of Recourse Guarantor, motor vehiclessuch Approved REIT shall be required to maintain at all times (i) a minimum market capitalization of not less than $1,250,000,000.00, trailers and Investments but excluding real estate and the equity interests in the U.K. Ventures) and (ii) a pledge by each such Subsidiary stockholder's equity of one hundred percent (100%) of the capital stock of each of its Domestic Subsidiaries and Canadian Subsidiaries and not less than sixty-five percent (65%) of the capital stock of $250,000,000.00, each of its Foreign Subsidiaries (other than the Canadian Subsidiaries) pursuant to the terms of the Stock Pledge Agreement. (c) The Borrower shall cause each of its Domestic Subsidiaries and Canadian Subsidiaries acquired or formed after the Effective Date, no later than thirty (30) days after the acquisition or formation of such Subsidiary, to (i) execute and deliver to each of the Banks and the Administrative Agent a guaranty which is substantially in the form of Exhibit H hereto and which is reasonably satisfactory to the Banks and the Administrative as determined by Collateral Agent in all respects; (ii) grant the Administrative Agent, for the benefit of the Banks a first priority perfected lien on its sole and security interest in substantially all of its assets (including without limitation, accounts receivable, motor vehicles, trailers and Investments but excluding real estate) pursuant to such documents and instruments as shall be satisfactory to the Banks and the Administrative Agent in all respects (it being understood that the documents and instruments relating to the grant of a security interest by such Subsidiaries shall be similar in form and content to the applicable Security Documents executed on the Closing Date, with such changes as the Administrative Agent shall deem necessary or desirable to account for additional types of collateral, local law requirements, and such other matters as the Administrative Agent may deem necessary or desirable in order to perfect its security interest in, or remedies with respect to, such assets), and (iii) execute and deliver to each of the Banks and the Administrative Agent all other documents and instruments, including, without limitation, corporate authority documents and legal opinions, as the Administrative Agent may reasonably request in connection with the delivery of such guaranty and such security. The Borrower shall deliver to the Banks an updated Schedule 8.16(a) or Schedule 8.16(b), as applicable, upon the acquisition or formation of any Subsidiaryabsolute discretion.